Avenging the Ultimate
by Rider Paladin
Summary: When Steve Rogers sends Peter Parker, Natasha Romanoff, and Bucky Barnes, a.k.a. the Sensational Spider-Man, the deadly Black Widow, and the new Captain America, to investigate a mysterious tower within New York City, the three heroes end up spat into a whole new world - and not liking it very much. Will they survive to find a way home, or find something worse waiting for them?
1. Spider Bites and Arrows

"Avenging the Ultimate"

Chapter 1: "Spider Bites and Arrows"

Disclaimer: The characters of Spider-Man, Black Widow, and James Buchanan Barnes (aliases Bucky, the Winter Soldier, and Captain America), along with any others appearing in this work of fan fiction belong to Marvel Comics and Marvel Studios. I make zero money whatsoever from this story, and I do not receive other material profit or compensation from writing and releasing it. All I am writing it for is personal enjoyment and maybe that of my readers as well.

Author's note: As some of you may or may not have deduced, I have been in quite the slump. I have ideas running through my brain for fan fics and yet I cannot muster the will to put them into actual stories, much to my eternal regret. I used to be far more prolific than I have been lately, and I wonder what the hell is wrong with me. Am I too bogged down by life to do what I love to do anymore? Am I just too damn lazy for my own good and that of my beloved readership? Am I dying of some degenerative disorder that is taking my mind first and dragging my body along for the ride to the grave? Or am I just being melodramatic and what I need is a swift boot to the ass?

Well, my good friend JOUNOUCHI-sama thinks it's the last one. And I am heeding his advice and writing this fun little ditty of an intra-Marvel crossover, between the mainline Marvel continuity and the Ultimate continuity. As for how that's going to happen, you'll just have to read and see, although I am borrowing a bit from the current Spider-Men crossover, which is awesome enough but suffers from one seriously missed opportunity: 616 Spider-Man meets Ultimate Spider-Woman. That would have been awesomely hilarious just for Peter's discomfort at meeting a Spider-Woman that is actually a transgendered clone of him.

Anyway, for timeline purposes, this story takes place after the Siege event that ended Norman Osborn's Dark Reign and shortly before the Fear Itself event, as well as between the first and second arcs of The Amazing Spider-Man's Big Time event. Bucky is still Captain America and Steve Rogers is still Commander Rogers, Director of S.H.I.E.L.D. – and Peter Parker is still settling into his new job at Horizon Labs.

Let's start already.

* * *

"Let's see if I've got this right," Spider-Man stated, resting in a crouch on the chair he was supposed to be sitting in. "You want me, Widow, and Bucky to investigate this building that just came in out of nowhere one day and is still sitting in the middle of the city with everybody passing it like it's no big deal? You _are_ aware that's how a horror film gets started, right, Cap?"

Next to him, the current bearer of the Captain America mantle, Bucky, let out an irritated groan. "This is serious, Spider-Man."

"That it is," Steve Rogers, dressed in a modified S.H.I.E.L.D. skinsuit prominently displaying star symbols similar to those on the American flag, agreed. "According to Pym and McCoy, that tower is exhibiting energy patterns associated with inter-dimensional travel. If so, we need to know where that tower came from and make sure it's not the forerunner to some kind of invasion."

"That's pretty much every other year," Spider-Man observed. At the stern looks he was given by both Steve and Bucky, and the sole woman in the group, the beautiful and deadly ex-Russian spy known as the Black Widow, the web-slinger paused. "Although it's better we don't take chances. Still, why do you want me on this mission?"

"Because of us all, you have the most experience in inter-dimensional travel," the Black Widow stated, her Russian-tinged inflection adding a near-tangible cadence to that statement. "You also have the most understanding of the scientific principles involved. There are patterns you may be able to identify that James or I could not."

"Thanks for the flattery, Widow," Spider-Man teased. "Look, if you guys want me that badly, you got me. Just, let me go for a bit and I'll be back with something that'll help us."

"Sure, Spider-Man," Steve answered.

Bucky and Widow looked at Steve askance, and Steve just smiled. "I've worked with Spider-Man for a long time. When he says he's got something up his sleeve that'll help, he usually does."

"Gee, thanks, Steve," Spider-Man teased. "Really touches me, right in here." He gestured to his heart as he said those last three words.

Steve let out a brief snort. "Just get it done already, and we'll call it even."

* * *

As such, the Black Widow and Captain America, Bucky Barnes, stood just outside the mysterious tower, lingering in the shadows. "Where is he?" the Widow wondered. Just then, a package slipped down to her, covered with faint traces of a sticky substance. Wiping the substance off the package, Natasha Romanoff opened it, revealing what looked like two sets of contact lenses and two earpieces. There was also a note inside the packaging, and she read it. "'You and your boyfriend pop in the lenses and earpieces and turn around.'"

"Some kind of trap?" Bucky surmised suspiciously.

"We'll have to see," Natasha replied, and took one set of contacts to place in her eyes, while Bucky took the other set and did the same. The earpieces were also slipped into their ears, and then the two veteran assassins turned around to face . . .

. . . a Spider-Man-inspired TRON knockoff, dressed in a black skinsuit with green neon piping on his boots, his gloves, and forming the legs for his segmented spider symbol. The familiar lenses of his mask that were vaguely reminiscent of either teardrops or rounded trapezoids were neon green as opposed to the usual off-white.

"Yeah, I know, you're too busy gawking at how awesome I look," the unusually garbed web-slinger quipped.

"A stealth costume," Bucky murmured.

"And unlike the vast majority of stealth suits, this one bends sound as well as light," Spider-Man added. "It's why I gave you the earpieces; they're on the same frequency as the suit, so you can hear me talk with them."

"Shame," Widow dryly commented.

"You wound me, Widow," Spider-Man jibed, holding his chest. "Truly, you do."

"It _is_ a fairly ingenious design," the Black Widow complimented. "You really are smarter than you look . . . or act, for that matter."

"Gee, thanks," Spider-Man rejoined. "Now let's see what's up with this tower." As he spoke, the neon piping on his costume shifted from the color green to a bluish shade of white.

"I'll take point," Bucky stated and began to walk into the tower, the Black Widow and Spider-Man following him inside.

"One does not simply walk into Mordor," Spider-Man quipped. "Why do I get the feeling what we did was even worse?"

"What is this 'Mordor'?" Bucky asked.

"From a series of fantasy novels, recently adapted into movies," the Widow replied. "Not that they apply to our situation _at all._" She aimed a deeply annoyed glare at Spider-Man, who shrugged.

"Kinda empty for a potential hub for an inter-dimensional invasion," the wall-crawler observed.

"Stay on your guard," Black Widow admonished, drawing her pistols.

"Oh, I am," Spider-Man replied. _I'm just chattering to avoid letting you know I've got a bad case of the creeps._

Bucky brandished the shield that had once belonged to Steve Rogers and had been entrusted to him by Steve himself, just as wary of any hidden threats as the Black Widow or Spider-Man. Next to him, the web-slinger suddenly tensed. "Now might be the best time to get out of here," he muttered.

"Spider-Man?" Bucky asked.

And then it happened. They had no idea what "it" was, they just knew they felt horribly disoriented, as though they'd been dislocated from their very bodies and their souls were rattling around inside the fleshy confines of their bodies. When it was over, they found themselves in the same building, completely unchanged from what it'd been before the trio of heroes stepped inside.

"Anybody get the number of that flying car?" Spider-Man quipped, the first to recover due to his superhuman constitution.

"Always joking . . ." Bucky growled irritably as he and Black Widow forced themselves onto their feet.

"Where are we?" she asked.

Spider-Man jumped onto the wall and climbed until he reached the window. "Uh, Toto, I don't think we're in Kansas anymore."

Black Widow and Bucky both went over to look out the window. "It . . . looks like New York . . ."

"But different?" Spider-Man added. "There's just some stuff that's out of place for the New York that we know? Trust me, Widow, I've lived in New York all my life. This . . . is not exactly New York."

"You're right . . . but we won't gain anything gawking," Bucky stated. "I say we get out and take a look around."

"Might as well," Spider-Man assented.

* * *

When they stepped outside the tower, they were even more shocked to see the state of New York City. Much of the cityscape was very familiar, but even the familiar parts did not quite correspond to the New York City they knew. "Wow, it's like they did _Extreme Makeover_ for the whole city while we were out," Spider-Man observed.

Bucky looked somewhat more blasé than Spider-Man felt, but given that Bucky was as much a man out of time as Steve Rogers and had been pulled out more recently than Steve, he was presumably more used to that feeling of otherness than Spider-Man. Black Widow's expression was just as stoic as Bucky's, but Spider-Man could see flickers of confusion in her eyes, as Bucky could.

"So we really did cross dimensions," Bucky murmured.

"No kidding, Sherlock," Spider-Man sniped, his dry wit disguising his silent panic.

"Enough," Widow cut in. "We will have to learn this new world and we will not be able to do so standing here. Let's move."

It was then that Spider-Man's spider-sense went off, just in time for him to dodge a speeding motorcyclist . . . who was garbed in what looked like dark purple tactical armor and a matching mask that left only his blond hair exposed. "What the –?!"

The motorcyclist had swerved after Bucky and Widow also dodged, throwing himself off his motorcycle and drawing a pair of handguns. "Natasha," he spat, in a very familiar-sounding voice tinged with hate.

"Hawkeye?" Black Widow uttered.

"I don't know how they brought you back, but you're going right back to hell, you treacherous bitch!" Hawkeye roared as he opened fire on her, only for his bullets to be deflected by Bucky's shield. "Captain America!? What are you doing protecting her?!"

"Don't know what your counterpart did to this guy here, but we don't have time to find out," Bucky murmured to the Black Widow.

"You seem to have a lot of anger issues," Spider-Man remarked to the alternate Hawkeye. "Anything you wanna talk about?"

"I've got nothing to say to you, goddamn clone!" Hawkeye snarled in response. "Let's see if you move as fast as the real deal!" He started shooting at Spider-Man, who dodged the bullets with his inimitable spider-agility, Black Widow also dodging while Bucky used his shield to deflect the bullets.

"You're about as good as the Hawkeye I know, only he wasn't into guns," Spider-Man observed. "What happened to you?"

"She did!" the alternate Hawkeye screamed hatefully, concentrating his fire on the Black Widow, who was putting her reflexes through the wringer to dodge his bullets. Finally, she drew her own handguns and shot right back at him, only for Hawkeye to dodge her bullets just as she was dodging his, with Spider-Man and Bucky struggling to avoid both their bullets.

"Ok, that's enough!" Bucky shouted and threw his shield at Hawkeye, clipping him hard enough to knock his guns out of his hands. Spider-Man seized his advantage and webbed the maddened doppelganger of his fellow Avenger, trapping him in place.

"You're gonna finish me off, huh?" the alternate Hawkeye taunted.

"Is that what the bull's-eye on your head's for?" Spider-Man asked. "Or are you Bullseye's counterpart and not Hawkeye's?"

"Don't mess with my head," Hawkeye snapped.

That was when a familiar-yet-unfamiliar figure in red-and-gold armor descended upon them. "Ex-wife back from the dead," he remarked in an electronically amplified yet slightly distorted voice that was full of wry humor barely masking deep anger. "Or am I dealing with a whole new clone saga?"

"Clone saga?" Spider-Man repeated. "You have clones here, too? _I_ have clones here, too? Some things are the same everywhere, aren't they?"

"Iron Man," Bucky addressed.

"You in the cheap Captain America rip-off suit," Iron Man addressed. "What the hell are you doing here? And with _her,_ no less?"

"What about you in the cheap Iron Man rip-off suit?" Spider-Man retorted. "I never saw so much gray in that color scheme in my whole life!"

"You seem to share his inability to shut up," the alternate Iron Man muttered in slight amusement.

"What the hell are you doing wasting time like this, Stark?!" Hawkeye shouted indignantly.

"Hold on, why _am_ I wasting time here?" Iron Man repeated in a tone of mock contemplation. He looked down at Black Widow. "Granted, you _are_ the spitting image of my ex-wife who turned out to be a traitorous gold digger who sold out the entire country, but I'm not in the business of bearing grudges." Those last nine words were said in a clearly sarcastic tone. "And you, the Captain America wannabe. You've got as good a throwing arm with that shield as the real deal, but I don't know about that shield. As for you, Spidertron . . . you look a lot taller than you're supposed to be."

"Gee, thanks," Spider-Man muttered. "But we're not clones."

"Sure you're not," Iron Man mocked.

"We are from an alternate reality, somehow linked to your own by the tower we have emerged from," Black Widow stated. "Obviously, our world doesn't work the same way as yours does, or yours doesn't work the same way as ours. The difference is academic at this point."

"Are you gonna swallow that crap?!" Hawkeye screamed his outrage. "She's lying to you! Just like she did before!"

"She's not lying," Iron Man said. "I just scanned her. I scanned all three of them. They're telling the truth."

"How is that even –?!" Hawkeye started to yell, only to be cut off by the alternate Iron Man.

"Look, Hawkeye, there's plenty of crazy crap in this world that neither of us thought we'd ever really see or believe, and it's there," Iron Man stated. "Dimensional travel isn't really that crazy, given that Richards damn near exposed us to a dimension full of zombies."

"Reed Richards did what?" Spider-Man asked, his eyes wide with shock beneath his mask. Then he seemed to calm himself. "Figures. The Reed Richards back home would do something like that, too. Nice guy, not particularly cautious of the practical drawbacks of his experiments."

"Sounds like some things really are the same everywhere," Iron Man remarked amusedly, echoing Spider-Man's earlier words. "Anyway, somebody cut Hawkeye out of that web of yours."

"What guarantee do we have that he won't attack us?" Bucky asked, though the alternate Iron Man and Hawkeye, and Spider-Man and Black Widow could tell he was actually referring to Black Widow.

"Hawkeye . . ." Iron Man turned toward him with an ominous glare through the glowing slits of his helmet.

"Fine," the alternate Hawkeye groaned with irritable resignation. "Just cut me loose and we have a deal."

It was Bucky that cut Hawkeye out of Spider-Man's webbing, but Spider-Man and Iron Man both suspected that he'd done so mostly as an excuse to keep close and ensure that Hawkeye didn't immediately go back on his word. "I scanned the composition of your shield," Iron Man admitted to Bucky. "Rather intriguing, to be honest. Vibranium, adamantium, and some kind of weird iron alloy. Our Cap just makes due with plain old adamantium for his shield."

"Interesting," Bucky acknowledged.

"And you . . ." Iron Man turned to Spider-Man. "That costume . . . I'd really love to examine it sometime."

"Why do I feel slightly worried?" Spider-Man asked aloud. _Because the last time an Iron Man wanted to tinker with your costume, you ended up having to wipe all recollection of your identity from the entire world because Tony smooth-talked you into exposing yourself to show that you were with the program and you nearly got everybody you loved killed when your enemies came out looking for revenge._

_Point taken,_ the web-slinger answered himself. _Yeah, I'm talking to myself._

"Oh, and don't worry," Iron Man said. "I've got a S.H.I.E.L.D. ride for you guys."

"Well, that's nice," Spider-Man wryly remarked.

* * *

Indeed, the S.H.I.E.L.D. car that came to pick them up was very nice to behold, all sleek lines and smooth curves. Piloting the vehicle were a pair of S.H.I.E.L.D. agents, dressed somewhat differently from what Spider-Man, Black Widow, and Bucky remembered of S.H.I.E.L.D. attire in their own world. Then again, this wasn't quite their world, so they decided to roll with it, at least for now.

The three accidental world-jumpers sat in the backseat of the vehicle, the alternate Hawkeye accompanying them to watch over the Black Widow. It came to their attention that the interior of the S.H.I.E.L.D. car was just as sleek and smooth as its exterior. "Nice," Spider-Man commented.

"New prototype, designed by me," Iron Man spoke up.

"Sounds a lot like the Iron Man I know," Spider-Man remarked. "He liked tinkering with tech, too. Hell, he's got this idea for a new type of car that'll be powered purely by repulsor energy."

"Really?" Iron Man asked. "Maybe he should come here sometime so we can compare notes."

"And girls, I presume," Spider-Man mumbled wryly.

"Yeah . . ." Iron Man acknowledged with a slightly rueful tone.

Soon enough, they arrived at a facility that looked very, very strange to the world jumpers. It somewhat reminded them of the Helicarrier from their world, but at the same time, it was vastly different from what they remembered. "What's this?" Black Widow asked.

"The Triskelion," Iron Man replied, keeping pace with the S.H.I.E.L.D. vehicle in his armor. "Our base of operations."

"Our as in S.H.I.E.L.D.'s?" Spider-Man surmised.

"Yeah," Iron Man confirmed.

"Nice place," Bucky remarked dryly.

"Glad you think so," Hawkeye griped.

"I was being sarcastic," Bucky amended. "S.H.I.E.L.D. uses an aerial base back in our world for a reason, namely that it's not as easy a target for megalomaniacs like HYDRA and A.I.M. as this Triskelion looks."

"What's that supposed to mean?" Hawkeye bristled.

"It means this Triskelion of yours is too open for some enterprising psychopath with enough firepower behind him to break into," Bucky answered.

Before Hawkeye could retort, Iron Man spoke up again. "Settle down, Barton. We won't gain anything getting into another fight."

"I wonder what Nick Fury's like in this world," Spider-Man mused. "On what eye is that patch on here?"

"You won't be seeing much of Fury here," Iron Man remarked as he and Hawkeye escorted Spider-Man, Black Widow, and Bucky into the Triskelion.

"He's not dead, is he?" Spider-Man wondered.

"Just not in charge anymore," Hawkeye answered simply.

"Who is, then?" Spider-Man asked.

A familiar voice, yet sharper than he remembered, answered with one simple word. "Me."

Spider-Man, controlling the urge to jump onto the ceiling in lieu of out of his skin, turned to see Carol Danvers standing in front of him, as tall and imposing as he remembered her but even more so for the suit she was wearing. Black Widow raised an eyebrow as she looked at Carol, and Bucky seemed rather calmly perplexed. "And some things are just very different," the star-spangled former assassin remarked coolly.

Carol narrowed her eyes at Black Widow. "Stark tells me the three of you are actually from another universe, similar to ours but differing in certain areas. You mind introducing yourselves?"

"Natasha Romanoff," Black Widow offered. "Black Widow."

"Captain America," Bucky offered. "Formerly the Winter Soldier, birth name James Buchanan Barnes. People call me Bucky."

"Spider-Man," Spider-Man offered. "Just Spider-Man. I'm not all too keen on giving away my real name." In a sotto voice, "Not after the last time I was stupid enough to do that . . ."

"Fine, but does the name Peter Parker sound familiar to you?" Carol inquired.

Spider-Man gasped behind his mask. "You . . . already . . ."

"Let's just say the kid isn't very good at keeping his identity a secret," Carol dryly remarked.

"Kid?" Spider-Man repeated. "Oh, God, I'm still in high school here." He put his masked face in his hands, muttering invocations of God in what might have been prayers or curses. He did sober rather quickly, once something else occurred to him. "May and Ben Parker. What happened to them in this world?"

"May Parker is still alive, tough old bird that she is," Carol replied with a trace of amusement, one that faded when she spoke again. "Ben Parker is . . ."

"Figures," Spider-Man muttered bitterly. "Some things are the same everywhere." This time, there was nothing amused or sarcastic in his tone, just quiet misery.

"I guess it happened the same way in your world," Carol surmised. "For what it's worth, I'm sorry."

"You weren't the one that got him killed," Spider-Man murmured, self-recrimination in his voice.

That was when a very familiar figure to Spider-Man, Bucky, and Black Widow stepped in. He was dressed nearly identically to the Captain America they knew, but his uniform had more gray in it and lacked the distinctive miniature eagle wings on the sides of his helmet. He also brandished his own shield, which looked the same as Bucky's, but if the Iron Man of this world was to be believed was actually very different in terms of composition.

"Who are you?" the other Captain America asked Bucky.

"Steve . . ." Bucky uttered.

"His name is James Buchanan Barnes," Carol explained to the other Captain America. "He's from an alternate reality, similar to yet varying from this one."

"Let me guess, you got frozen, too?" the alternate Captain America surmised.

"In a manner of speaking," Bucky admitted. "I was believed to be dead for decades, but in reality, I had been recovered by Soviet agents, given a new cybernetic arm to replace the one I'd lost trying to save my Captain America's life, and indoctrinated into becoming an assassin for those same agents. I spent sixty years in suspended animation, only let out for missions and then put right back in after I'd completed them. They probably believed that if I was left on my own long enough, I'd have eventually recovered my own mind and turned against them. It's why I still look this young, after all these years."

"And here, you're a happily married old man," Captain America said, causing Bucky to look almost imperceptibly downcast.

"If only," Bucky whispered to himself, suddenly painfully reminded of the life that he had been denied, the happiness that was forever out of his reach.

"If you were turned by the Soviets, how are you dressed up like me?" Captain America asked, cutting into Bucky's melancholic reverie.

"When my Captain America found me, he managed to use something called the Cosmic Cube, a device with the power to make the user's desires into reality, to make me remember who I really was," Bucky answered. "But with remembering came guilt, and it was a long time before I could get past it, time that . . . that took Steve, after the civil war between superheroes."

"Civil war?" Captain America asked.

"There was an incident that cost 612 innocent people, children among them, their lives, set off by the recklessness of amateur superheroes trying to apprehend a group of villains for their reality show," Bucky explained. "Congress was already working to pass a bill that would require superheroes or anyone else that wanted to use their powers to fight crime, mundane or super, to register with federal authorities, but with this incident, they had the swell of public outrage that they needed to force it through.

"Iron Man's response was to try to get in front of it and take charge so the registration drive could be carried out without the more heavy-handed measures certain persons within S.H.I.E.L.D. wished to enact. Captain America's response was to lead a rebellion against the act with those superheroes that sided with him. Along the way, things escalated and eventually got so out of control that Cap was forced to surrender to stave off any further collateral damage to the people he wanted to protect . . . and then he was killed, by the ambush of an assassin while he was on his way to trial."

"Whoa, whoa, _whoa,_" Iron Man uttered in total shock. "You're saying _I_ was on the side of the government, and _Captain America_ was fighting against them? Your world sounds really mixed up."

"You even became Director of S.H.I.E.L.D. after it was all over with," Spider-Man added, taking some amusement in Iron Man's bewildered reaction.

"Sure does," Captain America agreed sourly. "Registration would be perfectly sensible in light of the crap we've had to deal with from out-of-control posthumans with no regard for human life. Would've been just the thing to keep them in check and keep them from screwing up their own lives and everyone else's."

"Captain America rebelled because he believed it was wrong for the government to force people who only wanted to help into a registry that any psycho with a grudge could break into and use to hunt down their friends and family," Spider-Man angrily declared. "If you'd seen what they did to the people who wouldn't register, you wouldn't think it was such a dandy idea."

"You do if you want to be responsible," Captain America retorted. "But I guess even with ten years on the Peter Parker here, you're still just a naive child who doesn't understand the facts of life."

Spider-Man nearly took a swing at Captain America, furious and yet heartbroken that an alternate version of the star-spangled soldier he had come to respect and admire was so callously dismissing him. "And I guess you're just a jackbooted thug who would have sided with Maria Hill when she told you to enforce a law that wasn't even passed yet."

"This is gonna get ugly," Iron Man uttered, wincing in anticipation of said ugliness.

Captain America snorted disdainfully. "You punks trivialize everything men like me did to protect your whiny asses by comparing everything you don't like to Nazis, and most of what you don't like, you don't like because it means you're obligated to do something than just indulge yourselves."

That was when Spider-Man punched Captain America in the jaw, fast enough that even Cap couldn't block with his shield and even Bucky, Black Widow, and Hawkeye couldn't see coming in time. As Captain America fell to the ground, Hawkeye immediately drew his guns on Spider-Man, as did the other S.H.I.E.L.D. operatives standing guard, Carol Danvers included. "Big mistake, Webs," she warned, her tone now threatening.

"You talk like I don't know a thing about sacrifice," Spider-Man bitterly retorted to Captain America, ignoring the tingle of his spider-sense at all the guns trained on him. "You talk as if I had it easy and I'm doing this just for kicks, for fun, for ego. You don't know a damn thing about me, so don't presume you do. I might not have fought in any wars, but I spend every day of my life sacrificing any chance at living a normal, stable, happy life with the people I love because damn you, I know what happens when I don't. I know the people who get hurt or get killed when I'm not out there protecting them with every fiber of my being, and the people who get hurt or killed even when I _am_ out there, and I keep doing it because someone has to and I've been that someone ever since I learned what happens when I _don't._ So don't talk to me like I know nothing about responsibility and sacrifice."

"Nice dramatic speech, but you'd better calm down before you get a bullet between those eyes," Carol warned.

"That a warning or a threat, Danvers?" Spider-Man asked, eerily calm even as his body still tensed as in preparation for further hostilities.

"It's both," Carol answered with steely calm in her voice.

"Well, that was dramatic," Iron Man remarked.

"Shut it, Stark," Carol snapped as Bucky instinctively helped Captain America to his feet, even though Captain America slapped his arm away. As the star-spangled soldier started toward Spider-Man, Carol put out an arm to hold him back. "Hold your horses, Rogers. We don't need another super-powered slugfest in here."

As a soldier, Captain America understood the importance of putting the mission ahead of one's personal feelings or inclinations. As such, he stood down, though not without thinking to himself that the Spider-Men seemed to be the same everywhere, naïve children who couldn't or wouldn't understand a damn thing about the real world no matter how many times it kicked them in the teeth.

Meanwhile, Carol turned to the Black Widow. "In this world, you're a traitor, and a dead one at that. You sold out to a coalition of nations with grudges against the United States and its foreign interventions and gave them intelligence to undermine us and soften us up for an invasion of an anti-Ultimates force that they named the Liberators.

"Your strikes were especially personal, setting up Hawkeye's family to be butchered and killing Stark's butler Jarvis with the intent of taking all of Stark's money and technology and selling off the latter to the Liberators after seducing him into marrying you. Then you tried to pass yourself off as just another victim of the Liberators and hide out in a hospital after they'd been beaten . . . and Hawkeye dealt with you."

Black Widow looked back ruefully at Hawkeye, who seemed to have nothing but malice for her behind the red goggles covering his eyes. "I'm not . . . I'm not her, Hawkeye . . . I'm not the one . . . who did those things to you . . ."

Having returned to her side, Bucky placed his organic hand on her shoulder, trying his best to comfort her. It wasn't an easy thing for her to deal with, he knew; she and Hawkeye had been partners in crime back in their world, and in spite of her manipulation of him then, she had deeply cared for him. To find that there was a version of her that had been so callous as to not only sell him out, but have his family murdered . . . it broke her heart, something she rarely showed to most people.

The alternate Hawkeye glared at her through his tinted red lenses, unwilling to say anything after Carol's recounting of what this world's Black Widow had done to him. "She might look and sound just like the Black Widow that betrayed you, Hawkeye, but she isn't!" Bucky declared irately, his stoicism cracking after having seen Spider-Man punch Captain America in the jaw, even if it wasn't quite "his" Captain America. "Natasha is one of the most loyal people I've ever known, and she isn't the same as the one that betrayed you, so stop staring at her like you want to kill her twice!"

Natasha held up a hand to stop Bucky from going further. "You can cool down, James. I, the other I, did things to him, things that can't be so easily forgiven. The Black Widow here may be a different person, but in a way, she isn't and that's a burden I have to bear."

There was silence for a long time, and then Iron Man tried to break it. "That was seriously heavy, but what do we do now?"

"What we do is we work on a way to get you three back to the world you came from before Hawkeye forgets that one of our visitors isn't the same person as the one he knew," Carol answered sharply. "Or before our Captain America and your Spider-Man have a knockdown, drag-out fight all over the Triskelion."

"Yeah, they very obviously don't get along," Iron Man wryly observed.

"Well, if it helps you guys sleep easier, Captain America isn't dead anymore in our world and he's even the new Director of S.H.I.E.L.D.," Spider-Man remarked, trying to bury how much he was still seething. "And after they got really stupid and put Norman frigging Osborn in charge."

That elicited horrified and disbelieving gasps from Captain America, Hawkeye, Carol Danvers, and Iron Man, even if Iron Man's had been modulated through his helmet. "What . . . the . . . HELL . . . _is wrong with people in your world?!"_ Carol exploded. "Who puts a malignant narcissistic sociopath like Norman Osborn in charge of a task force like S.H.I.E.L.D.?!"

All of a sudden, Spider-Man began to laugh out loud, startling all who were in the room with him, including Bucky and Natasha. "Ok, is he going nuts?" Iron Man asked.

"No . . ." Spider-Man replied between gasps for breath from laughing so hard. "Just that . . . when Carol puts it like that . . . it's really kind of hilarious . . ."

"It would be funny if it wasn't so suicidally stupid," Carol grumbled. "Just what kind of drugs are they putting in the water in your world?"

"Believe me, I ask myself that a lot some days," Spider-Man agreed. "But Osborn made a big show of being reformed and apparently, it's easier for a habitually homicidal psychopath to play the 'I've reformed' card and make it a ticket to power than it is for someone who actually did reform to get some public trust and recognition. Fortunately, he did what I or anybody else with sense knew he'd do in the end and let his ego-tripping insanity drive him to such a level of overreach that sane minds _had_ to prevail and give us the go-ahead to take his sorry ass down. He's currently rotting in the deepest hole they could find for him."

"We did you one better," Carol said. "We executed him."

"Executed?" Spider-Man uttered, surprised at the dismay in his voice.

"He killed his own son, and even he knew it was so wrong he couldn't live with himself, so we made sure he didn't have to," Carol replied, her voice taking on a hardened tone.

_Killed his own son . . . some things really are the same everywhere,_ Spider-Man thought morosely, recalling how Norman, at the height of his power and influence, had sought to make Harry into his "American Son" so that he could have him killed on the front lines with the Dark Avengers to play the "grieving father" for sympathy points that would blind the public and the media to his most severe future excesses. He repressed a shiver at the thought of a world where Norman had killed his own son directly.

"This world really is a mess," Spider-Man muttered somberly.

"Understatement of the freaking year," Hawkeye grumbled.

"Anyway, about that 'getting these people back home before things get really bad' idea?" Iron Man prompted.

"What about Hank Pym?" Spider-Man suggested. "The one back in our world created an Infinite Avengers Mansion inside a subspace pocket that could link to other worlds."

"Henry Pym is dead," Iron Man stated simply.

"Dead?" Spider-Man echoed in disbelief.

"Yeah," Iron Man confirmed.

"Do I even want to know how?" Spider-Man wondered morbidly.

"Probably better off not," Iron Man replied.

"Or not," Hawkeye countered. "You guys say you had your civil war? We had Magneto. His children signed up with us after turning on him for being a genocidal freak, and then they got killed by one of Pym's Ultron robots, the same ones he sold to the Liberators and then tried to pass off as infiltrators for our side when we kicked the Liberators' asses out of our country, in a fit of jealousy. Mags didn't like that very much, so he decided he was gonna off the entire human race, and he used his magnetic powers to royally mess with the planet's magnetic fields, causing earthquakes, floods, tidal waves – you name it. Too many millions died just from that alone, including a few superheroes, and then he sent out his forces in the Brotherhood of Mutant Thugs to pick off everyone else. Wasp . . . I don't even wanna talk about what happened to her, and Pym tried to go out like some kind of hero, turning giant to use himself as a barricade against Madrox's suicide dupes."

"Madrox?" Black Widow repeated. "Multiple Man?"

"You actually call him that?" Iron Man scoffed.

"One of his duplicates is a S.H.I.E.L.D. agent," Black Widow clarified. "In our world, anyway."

"Brotherhood of Mutant Thugs?" Spider-Man repeated. "He actually calls them that? I mean, he used to call them the Brotherhood of Evil Mutants in our world, but that was just to torque with people who'd call them evil just for being mutants. 'Mutant Thugs' sounds a little bit too . . . blunt."

"It's actually 'Brotherhood of Mutant Supremacy,' I just think mine's a more accurate name," Hawkeye jabbed, his humor belying the rage he actually felt towards Magneto and his ilk. "It's because of psychos like him that being a mutant is actually punishable by a lifetime prison sentence, and that's them trying to be _kind._"

Spider-Man whipped toward Carol so fast a mere mortal would have broken his neck from whiplash. "And you _let_ that happen?!" he yelled accusingly at her. "What about the X-Men? They can't be ok with that kind of thing being done to mutants!"

"The X-Men no longer have much of a say in anything," Carol replied grimly. "Charles Xavier is dead, killed by Magneto who is also no longer among the living, and Scott Summers ate a sniper's bullet after trying to parley for peace with humanity. The X-Men are pretty much dead now."

Spider-Man turned angrily towards the rest of the Ultimates, his glare falling hardest on Captain America. "That the sort of thing you're ok with, 'Cap'? Mutants being hounded into prison or execution just for what they were born as? That an American virtue to you?"

Captain America just scowled at Spider-Man, and Spider-Man could see in his eyes that he at least regretted _that._ The web-slinger began to sag somewhat in his posture, feeling a terrible weight come down on his mind. "I don't believe you people. I don't believe this world . . . I need some oxygen. I think I'm gonna suffocate in here."

Bucky and Black Widow both looked warily at Spider-Man. "That's not such a good idea," Bucky said. "You don't know your way around this New York City."

"I'll figure it out," Spider-Man groused.

"Yeah, but after what Magneto did, the general public might not take so kindly to seeing Spider-Man again," Iron Man admonished.

"Again? You mean . . ." Spider-Man started to say, but Carol cut him off before he could get too carried away.

"He's still alive . . . he just hasn't come out in that costume in a couple of months now," she clarified. "Guess he's concentrating on school and not getting caught up in this crap anymore."

"I remember times like that," Spider-Man muttered. "Never lasted too long for me. Probably won't for him, either." Then something occurred to him. "You guys call yourselves the Ultimates? What kind of name is that for a superhero team?"

"We're not superheroes," Captain America stated. "We're a special strike force that protects this nation from posthuman threats."

"Yeah, but 'Ultimates' sounds pretty arrogant," Spider-Man insisted. "You might as well call yourselves the Supremes."

"And what do you call yourselves in your world?" Iron Man asked with a taunting tone even through his armor's voice modulation.

"Avengers," Black Widow replied simply.

"Yeah, now I've heard everything," Iron Man jabbed.

"Better than 'Ultimates,'" Spider-Man shot back.

"At least we wouldn't put a punk-ass like you on our team," Hawkeye chimed in.

Spider-Man scowled at Hawkeye behind his mask, and Carol palmed her face in frustration. "Do you just bring out the immature asshole in all these so-called alpha males?" she asked him.

Spider-Man scoffed. "Yeah, sure, blame Spidey. Some things really are the same everywhere."

* * *

Endnotes: And that is where I am going to end this first chapter, with the tragedies and tensions of the Ultimate Marvel Universe interlaced with humor. Going to the rest of the story so far, our three accidental world-jumpers have discovered that the world of Ultimate Marvel is in some ways vastly different from the world they come from . . . and worse, in certain ways. At least Bucky got a bit of a happy ending in Ultimate Marvel, which is probably all the heavier for him, since it doesn't look like _he'll_ be getting one anytime soon.

Of course, the more important thing is whether or not they'll be able to get back to their world. In the meantime, will Hawkeye be able to resist the urge to kill Black Widow, bearing the face of his betrayer and his family's murderer as she does? Will Captain America and Spider-Man come to some form of agreement or at least respect for one another and not get into another fight? Will our trio of stranded heroes meet any other familiar faces that are yet not as they know them in Ultimate Marvel? For the answers to those questions and any others you might have, keep reading, because the story's not over yet.


	2. Drop the Bombshells

"Avenging the Ultimate"

Chapter 2: "Drop the Bombshells"

Disclaimer: The characters depicted in this story belong to Marvel Comics, Marvel Studios, Marvel Animation, and the studios that have their film rights. I make no money whatsoever from this story and receive no other compensation than the satisfaction of knowing there are people who've read and enjoyed my work.

Author's note: It's right about that time, so I might as well post to celebrate the coming of summer and Independence Day. Spider-Man will be springing into action in Ultimate New York, and that'll be worth some fun with some unfamiliar-yet-familiar faces. Aside from the web-slinger, the Ultimates will be in for quite the surprise when they meet their Avengers counterparts from Marvel-616. Will they be able to work together to send Spider-Man, Bucky, and Black Widow back home, or is there going to be another violent confrontation between the worlds of 616 and Ultimate?

Also, speaking of confrontations, I'm revising the timeline for this story. In light of certain ideas I've come up with, albeit with help from good friends like JOUNOUCHI-sama, Cloud Link Zero, and Harbinger of Kaos, this story is now set at a nebulous point after Spider-Island and ignores Bucky's "death" in Fear Itself and the Human Torch's in Fantastic Four #587. Aside from those minor shifts, most of MU-616 canon at that point still applies, including a certain breakup that had a fair few Spider-Fans rejoicing. Enough talk, though; on with the story, and Happy Independence Day!

* * *

Spider-Man swung through the alternate New York City, concurrently at home and like a stranger in a city that was simultaneously familiar and unfamiliar. As he swung, his thoughts kept coming back to the alternate Captain America, to how that cracked-mirror image of the man he had come to respect the most had so callously dismissed him as a selfish brat unwilling to make sacrifices for the "greater good." In Spider-Man's eyes, what had really been sacrificed in this world for the so-called "greater good" was basic humanity. This world was what the X-Men and Captain America had feared for so long – anybody with powers forced under the control of the government, whether as enforcing agents thereof or as outlaws to be imprisoned and stripped of their human rights just for the "crime" of their genetics. It sickened him.

His dark musings were interrupted by the sound of an explosion, and he looked down to see a crashing armored car with a smoldering hole in its side. Instantly realizing that a crashing armored car with a trail of burning smoke coming from its side was nothing good, Spider-Man swung down, spinning a web between the skyscrapers to catch the car before its inevitable collision caused any more damage. The web held, easily absorbing the momentum of the armored car and halting its uncontrolled path.

A loud curse let Spider-Man know that whoever was responsible for the armored car's crash was far from happy with his interference. Not that concerned for the cause yet, he dropped onto the armored car and ripped the door open to peer inside. "You guys ok in there?" he asked.

"Spider-Man?!" the still-conscious passenger exclaimed in surprise.

"Yeah, don't worry, I'm the one who saved you," Spider-Man quipped, "and _not_ the one who made you crash. Tell that to J. Jonah Jameson if he asks, ok?"

"Spider-Man!" the voice that had been cursing before exclaimed in irate surprise, prompting Spider-Man to look up and see a brown-haired woman in a deep red athletic jacket with white accents running down the shoulders and arms over a matching shirt with a yellowish-orange midsection and matching pants. Standing beside her was a brown-haired teenage girl in a similar outfit, but as a pink-and-black two-piece, the top piece being colored primarily pink but with black accents that looked almost like a bra when extended to her torso. The bottom piece was a pair of pink-and-black athletic shorts, coupled with black thigh-high socks with off-white kneepads and pink shoes. Both of them wore domino masks to conceal their eyes, with the girl's outfit accented by a white cape-like mantle over her shoulders and a pink headband in her hair.

"You sure that's Spider-Man, Mom?" the girl asked suspiciously.

"So he changed his freaking costume!" the woman snapped irritably. "Who gives a flying crap?! It's the same wall-crawling punk-ass who should have kept his web-head out of our business!"

The girl snorted. "Yeah, Mom. Frigging wall-crawling ass-hat. The hell you doing here?!"

"Apparently, about to teach you to watch that mouth, young lady," the web-slinger retorted. "And to not knock over armored cars."

"Watch this, web-douche!" the woman shouted at him, stretching her arms forward to hit him with some kind of kinetic force beam. Spider-Man quickly dodged the blast and dropped himself between her and her daughter, sweeping his legs out in a capoeira-esque spin for the sake of knocking their legs out from under them. To his surprise, mother and daughter pushed kinetic energy out of their hands and used it to almost literally rocket themselves at him. Fortunately, his surprise didn't keep him from reacting to his spider-sense's warnings and dodging their attacks.

"You know, I like to think that I'm a fairly nice guy," the web-slinger quipped as he contorted out of their way. "I recycle, I chat with the postman, I help little old ladies across the street, I save little girls' cats from trees . . . so why are you calling me a douche? Do you even _know _me?"

"Will you shut your freaking mouth?!" the girl yelled, shooting another kinetic blast at him, which he dodged, too.

"Sorry, I have fans, they expect a certain amount of talking each fight I get into," Spider-Man retorted. "And speaking of mouths, does your mother wash yours out after every time you go outside?"

"Don't talk to my freaking daughter about how I freaking handle her!" the woman shouted, blasting Spider-Man from behind, only for him to dodge.

"Wow, touchy, much?" Spider-Man remarked. "Who are you people, anyway?"

"The Bombshells!" the woman replied.

"And when we're done with your stupid punk ass, you'll need a tube to so much as piss sideways, you annoying freaking bug!" the girl joined in, blasting him as well. "Will you stay still so we can fricking hit you, you spidery son of a spidery bitch?!"

"You seriously expect me to stay still for that?" Spider-Man inquired sarcastically. "You're even dumber than you think I am." He shot a glob of web at her mouth to silence her rants, much to her muffled fury and disgust as she tried to rip the webbing off her mouth. Just then, the mother Bombshell rocketed herself after him with a kinetic blast aimed beneath her, but Spider-Man caught her with a barrage of restraining webs. Giving up on freeing her mouth from the webs, the daughter Bombshell attempted to blast Spider-Man to avenge her mother, only for Spider-Man to catch her outstretched hands with a tight web-vise. He then used the line trailing from said web-vise to swing her up onto a street lamp and leave her trapped there, as her outraged curses were still muffled by the webbing over her mouth.

"Wow . . ." said the armored car passenger as he climbed out of the downed car and helped the driver out as well, looking astonished at how Spider-Man had managed to deal with the mother-daughter duo of kinetically powered armored car robbers. "Is that really you, Spider-Man?"

"Who else would it be?" Spider-Man asked. "Captain America?"

"Nice costume!" the driver shouted, sounding genuinely appreciative.

"Thanks, I watched TRON Legacy one too many times while I was making it!" Spider-Man joked. He looked at the Bombshells, solidly entrapped by his webbing even as the mother, whose mouth was still free, was yelling all sorts of creative obscenities at him. Feeling a tad giddy, he shouted, "All in a day's work for your friendly neighborhood Spider-Man!"

"Sure glad you're back, Webs," the passenger breathed out.

Spider-Man cocked his head. "Yeah, thanks. You got a cell to call the cops with for those two? I still got places."

"Sure, Spidey!" the passenger excitedly affirmed.

"Good," Spider-Man replied. "And tell the cops when they get here to bring soap to wash these ladies' mouths out." He then fired a web to swing off on, said web catching itself on a news copter that had been watching the fight and pulling him up.

* * *

Elsewhere in this familiar yet unfamiliar facsimile of New York City, a S.H.I.E.L.D. car was moving the parallel Captain Americas, Steve Rogers and James Barnes, and the Black Widow to their destination. There were three agents with them, one driving, a second beside the driver, and a third sitting with Steve, James, and Widow. The driving agent was Clay Quartermain, the agent in the passenger seat was Jimmy Woo, and the agent riding along with Steve, Bucky, and the Black Widow was Sharon Carter. Silence reigned in the car, no one willing to take the chance of speaking up and causing another confrontation like the one between Steve and the adult Spider-Man.

Widow and Bucky were staring out the windows, looking out at a cityscape simultaneously familiar and foreign to them, while Steve and Sharon warily eyed the two visitors from another universe. It was still something for Steve to adjust to, seeing his best friend from World War II looking in his prime as opposed to the old man he'd come to familiarize himself with. It was also hard to adjust to seeing him in the company of the Black Widow, who had turned out to be a traitor even if this virtually identical replica was from a different reality where she had proven herself loyal.

"Alternate realities . . ." Sharon muttered. "What a trip."

"We live in a world where men claiming to be ancient thunder gods turn out to actually be ancient thunder gods," Steve remarked. "As odd as this is, it's one of the lesser surprises I've had to deal with since waking up."

Bucky snorted quietly in amusement. "How long ago?"

"How long ago what?" Steve prompted.

"How long ago did you get unfrozen?" Bucky asked.

"A year . . . getting closer to two," Steve admitted.

"Almost the same for me," Bucky confessed. "I've been . . . I was kept on ice between my missions, for all those decades. When I finally got my own mind back, it was more than a year ago, in my world."

"So you're saying you know how I feel," Steve deduced, staring down Bucky like he was trying to divine something from him.

"Displaced," Bucky said. "Misplaced. Man out of time. Yes, I do know. I have to remind myself constantly that things aren't the same as they were when I was growing up."

Steve snorted. "Tell me something I don't know."

"We're here," Clay interrupted, as the S.H.I.E.L.D. car came to a stop by a retirement home.

"Is this where . . . ?" Bucky asked.

"Yes," Steve replied. He, Natasha, and Bucky got out of the car, both Captain Americas bearing their shields. Nothing needed to be said of why Steve was accompanying them. He still didn't trust them, not to the point of leaving them alone with the one connection he had left to his past, even if one of them was an alternate version of that beloved friend.

A knock on the door later, Gail Barnes had come to welcome Steve in, but was surprised to see Bucky and Natasha. "Gail," Steve said, "they want to meet Bucky, too."

"Oh . . ." Gail uttered. "You certainly keep strange company these days, Steve. Is the boy your new protégé?"

Bucky chuckled ironically. _If only she knew._

"It's a long story, Gail," Steve replied, "better told away from prying eyes and ears."

"Sure, sure," Gail said.

Upon letting the trio inside, Gail turned around to see James Barnes the elder, her husband, coming down the stairs. "Hey, Steve," James greeted him amiably. "Who's your new partner?"

"A visitor," Steve answered.

"Visitor, huh?" James remarked sardonically. "Who's he supposed to be, the president of your fan club? Good replica shield, though. Real high quality stuff, I can tell by looking at it."

"Be nice, James," Gail admonished, though good-humoredly.

"It's all right, Mrs. Barnes," Bucky said, odd as the words felt coming out of his mouth.

"Something about you feels kinda familiar, though," James observed. "Just can't place it, though."

"It's a long story," Steve said.

"Then tell me," James suggested. "Not like you came here just for a friendly talk about the good old days if you're gonna be all in uniform like that."

"Fine," Steve said, summoning up his famous nerves of steel. "James Buchanan Barnes, meet James Buchanan Barnes."

"Is this like time travel or something?" James asked.

"Now that I think about it, I do see the resemblance," Gail remarked. "It's all in the eyes. You two have the same eyes, and his jaw looks just like yours at that age, James."

"No, more like he's you from a different universe," Steve clarified. "A universe where you and I fought side-by-side in World War II, only he was there to do the dirty work needed to win the war that an icon like Captain America couldn't be associated with. Then, when he gave his life for his world's Steve Rogers, he didn't exactly die. He got picked up by the Soviets while barely clinging to life and reprogrammed into an assassin called the Winter Soldier, kept on ice between missions, so by the time sixty years passed, he'd only physically aged five or ten years."

"Steve, my world's Steve, found me on one of my missions," Bucky continued. "He recognized me, and when our next confrontation put him in the position to acquire a cube containing a sliver of a cosmic force that could rewrite reality according to the holder's desires, he wished for me to remember who I was. I remembered, all right, and I remembered all the things I'd been made to do, things that would've shattered my mind completely if Steve, Sam, and Natasha hadn't been there to help me put myself back together. That was when he passed on the shield and title of Captain America to me, something I took as an opportunity to redeem myself for the things I'd done as the Winter Soldier."

"Come to think of it, you look familiar, too," James commented to the Black Widow.

"I get that sometimes," Natasha answered.

"What's your story?" the older James Barnes wondered.

"I spent my childhood and adolescence in the Red Room training program for the ultimate spy and assassin, codename Black Widow," Natasha replied. "It was a Soviet program that went into disuse after the fall of the Soviet Union, but it was revived quite a few times by renegades and criminals wanting new Black Widow operatives to restore the 'glory' of Soviet Russia or just take power for themselves. I was pretty much the only one that stood the test of time, and I say that in more ways than one. They sent me to seduce Tony Stark and steal the schematics for the Iron Man armors so that they could boost their own forces, improve their Crimson Dynamos and Titanium Men. Stark figured me out, and despite me believing that I knew enough of his Iron Man's vulnerabilities to stymie and ultimately defeat him, it was I who got defeated.

"I was turned in to S.H.I.E.L.D., where I had plenty of time to think about my path in life, and Nick Fury offered me a deal. If I worked for S.H.I.E.L.D. instead of the Red Room, I'd get a chance to wipe the red off my ledger, so to speak. I took that deal, and that eventually led me to the Avengers. It's what we call ourselves in our world, instead of 'the Ultimates.'"

"How do you and James know each other?" Gail asked.

"During the times he was unfrozen, he would teach me," Natasha admitted. "A good part of what I know, I know because of him. And when he was back to himself, I gravitated toward him because I knew what he was going through, that need to atone for all the blood on our hands, the people who'd died at our hands that didn't need to."

"As I said, she was a big part of the reason I didn't completely fall apart," Bucky confessed.

James and Gail looked at Bucky and Natasha, uncomprehendingly at first, though understanding slowly but surely took hold in place of their confusion. It was Gail that found her voice first, though. "Let me get this straight. You're James from another world, one where you fought beside Steve before getting captured by the Soviets after being left for dead and rebuilt into their Winter Soldier assassin, then you came back in the modern day just like Steve and he made you remember who you were with some cosmic cube. And you're Captain America now. Am I right?"

"That about sums it up," Bucky responded.

"So why come here?" James asked. "What's there to see?"

"A lot, actually," Bucky admitted. "I wanted to know what it might have been like to live out a full and natural lifetime. To get married. To grow old with the one you love. To not be forced to become a killer and a tool for others . . . In short, I wanted to know what happiness looked like."

"You mixed-up kid," James commented, his tone warm as opposed to sardonic. "Just 'cause you had a lot of crap happen to you and been done to you, doesn't mean you're never gonna be happy. That you don't deserve a chance at it. You got a pretty heavy cross, but there aren't many people that don't, and from what Natasha said, she's got a heavy one of her own to match yours."

"Comes with the territory," Natasha replied, her tone more blasé than she actually felt.

"Goes for you, too, honey," James said. "You're still alive, you and him, so you might as well make the best of it. You might not ever be normal, but that doesn't mean you don't ever get the chance to be happy."

Bucky smiled. "Means a lot, coming from you."

"Not too much, I hope," James answered wryly. "I'm just an old man, after all. But Steve, try to take care of them while you're here. If he's as close to his version of you as you and I were, then he's probably looking to you for some kind of anchor, even if he won't say it out loud."

Steve let out a low chuckle, but managed to smile. "I'll see about it, James."

"What's there to see?" James asked. "He's right in front of you."

Gail smiled, glad to see them all getting along so well. "If no one minds, I'll be making some tea. Best thing to welcome some weary travelers with."

"Thanks," James said. "Tea would be nice."

"By the way, I was watching the news before you all came by, and I saw Spider-Man swinging around," Gail remarked. "Strange costume he was in, but I'm happy to see that young man didn't die in that wave after all. The world could use more like him."

Steve paled slightly, while James just looked curiously at him. "What is it, Steve?" James asked. "Something she said?"

"Something," Steve repeated distantly.

* * *

Back inside the Triskelion, Tony Stark and Sue Storm were using the advanced analytical systems invented by Stark to observe the obelisk that had spat out the alternate versions of James Barnes, Natasha Romanoff, and Peter Parker. Sue had been brought in since next to Reed Richards, she had the most knowledge of dimensional gaps and gateways, given the N-Zone's role in reshaping her, her younger brother Johnny, Reed himself, and his best friend Ben Grimm into the superhuman heroes they were now known as.

"All right, we know that obelisk is a dimensional crux connecting our world to theirs," Stark said. "What we don't know is who put it there and what they were intending to do with it."

"Shouldn't we try asking our visitors?" Sue suggested.

"Yeah, except Spider-Man went off on his own and Steve's off making introductions between our James Barnes and the James Barnes from the other world, and the other Natasha's tagging along with them," Stark explained.

"Having a hard time seeing you ex-wife?" Sue wondered.

"No," Stark replied. "It's not a big deal. She's a different person from a different universe who just happens to look and sound like my ex-wife and answer to the same name. No big deal."

Sue snorted. "Long as you're not bothered by it."

"It makes me wonder, though," Stark admitted. "What am I like in that other world? I mean, according to them, I was on the side of a civil war that was all for enforcing a registration act on superheroes and Steve was on the other side. Sounds like some kind of Bizarro World to me."

"Like you said, different person from a different universe who answers to the same name as you," Sue said. "No big deal, right?"

"I've known enough women to know when someone's trying to use my own words against me," Stark replied. "Not working. Not working one bit."

Carol snorted. "For Christ's sake, Stark. Must you act like you're so unflappable all the time?"

"I _am_ so unflappable all the time," Stark answered. "Part of my charm, remember?"

"Just figure that damn tower out," Carol grumbled.

* * *

Back in the universe that Spider-Man, Bucky, and the Black Widow had come from, Iron Man, Reed Richards, and Hank Pym were hard at work trying to analyze the tower that those three were investigating before their untimely disappearance. _"According to the readings here, that tower seems to be some kind of trans-dimensional gateway,"_ Iron Man concluded.

"A trans-dimensional gateway?" Ms. Marvel, a.k.a. Carol Danvers, repeated. "You're saying that they're in another universe?"

"The likeliest outcome," Reed replied. "The issue is whether or not they're in a dimension that's inhabitable by or hospitable for humans."

"Not to mention what sort of trouble they could run into while they're in that other dimension," Hank added. "Given our experiences for all these years, they could easily have landed in a world taken over by Sentinels, taken over by Kang, taken over by Doctor Doom, taken over by Magneto, taken over by even Norman Osborn or Ultron."

"Nothing in there about a reality where they achieved world peace?" Jessica Drew, a.k.a. Spider-Woman, inquired sardonically.

"And where do you think we'll find one like that?" Wolverine, a.k.a. Logan, a.k.a. James Howlett, cynically rejoined.

Iron Man sighed. _"As much as I pride myself on being someone who looks to the future and believes there's something better up ahead if we're willing to head toward it, I can kind of see Logan's point. We've tried everything to save the world, to keep it from being annihilated by some crazed super-terrorist or deluded idiot wanting to conquer it, but every time we get a glimpse of the future, it's just another downward spiral. What gives us any right to think we might have lucked out _this_ time?"_

"Bleak talk from a futurist," Hank sniped. "But wherever they are, we can at least get them back here, if we can pinpoint the dimensional wavelength they're on."

"Sure, and in the meantime, we'll be praying for a miracle," Wolverine quipped bitterly.

Reed found it in himself to chuckle slightly. "I think we might have just gotten that miracle. I can at least open a dimensional window through that tower and see where they are."

"Go for it," Steve Rogers spoke up.

"Dimensional window opening now," Hank called out. Once it opened, though . . .

"It doesn't look that different," Reed observed. "A little cleaner, but not much different."

"No bombed-out skyscrapers? No Sentinels or Iron Man drones in the skies? I'm disappointed," Wolverine morbidly joked.

Iron Man gave Wolverine a sidelong glance before turning back to the dimensional window. _"Hmm, there's Spider-Man. Really _is_ a different universe."_

"No, Tony, the dimensional wavelength from him matches ours," Reed corrected. "It's our Spider-Man."

"_So what, he's making himself new costumes just like I make new armors?"_ Iron Man wondered, before chuckling amusedly.

"You're feeling really proud of yourself, aren't you?" Ms. Marvel dryly remarked.

"_Maybe,"_ Iron Man answered nonchalantly as he continued to watch Spider-Man.

"Tony Stark, techno-fetishist extraordinaire," Spider-Woman jibed.

"_What do my fetishes have to do with this?"_ Iron Man mocked.

"If you have to ask . . ." Spider-Woman muttered, while Ms. Marvel palmed her face in silent, frustrated dismay.

* * *

Within the alternate universe currently glimpsed by the Avengers and Reed Richards, a younger, shorter, and rather ganglier Peter Parker had come home from the afternoon shift of his new job at a certain fast-food joint. It was tiresome, dirty, and unrewarding, but at least it was the kind of work that didn't require him to go out and risk a fatal encounter with a super-villain or support a newspaper that spent its time bashing his wall-crawling alter ego. That, however, was over and done with; after nearly dying when the Ultimatum Wave, he'd decided that it was time to throw in the towel, acknowledge that he'd done his part for as long as he could, and try to lead a life that wouldn't end at the age of 18 thanks to S.H.I.E.L.D. deciding that an "illegal genetic mutation" like him had had enough freebies.

"Hi, Aunt May, Gwen, I'm home," Peter greeted.

"Hey, Peter," Gwen Stacy replied, half-crouched on the sofa as she did her homework.

"Work go all right, Peter?" May Parker asked.

"Yeah, same old, same old," Peter replied.

"It's only been a month," May remarked. "It's a little early for 'same old, same old.'"

"And besides, big brain, I could use your help with this bit of science here," Gwen casually requested.

"Sure, just let me get changed and washed up," Peter replied, moving toward the stairway to go and do exactly that. When he reached his room, though, he saw a pair of wide, reflective eyes much like those on his mask glimmering at him from the shadows. "What the –?!" With blinding speed, the figure cut him off by planting a gloved hand over his mouth.

"Damn it, Peter," the figure whispered, in a very familiar tone even if the voice was more feminine. "You wanna blow this up?"

Peter struggled to speak, realizing who it was covering his mouth. "At least promise you're not gonna scream," the figure demanded.

Peter nodded, so the hand came off his mouth. "Jessica!" he snapped out in a whisper. "What the hell? Couldn't you have just come through the front door like a normal person?"

"Didn't want to give May a scare, having some strange girl come to her house," Spider-Woman, alias Jessica Drew, answered back in a whisper.

"You know you're always welcome here, right?" Peter offered.

"Nice to know you care, but it's not something I want you to get your Aunt May involved in," Spider-Woman replied. "It's not my life. Never was. I don't wanna intrude on what you've got here."

"Fine, if you're not gonna unmask and stay, you can at least tell me what you're doing here waiting in my room like some kind of stalker," Peter demanded.

"Have you seen the news?" Jessica asked.

"No time, why?" Peter prompted.

"There's another clone," Jessica replied. "Earlier this afternoon, there was a Spider-Man sighting, of him fighting a new criminal duo calling themselves the Bombshells. He was in a black costume with TRON lights, and he was quipping and flipping and web-slinging just like us. Footage is on YouTube if you wanna scrounge it up on your laptop real quick."

Peter went to his laptop, opened it up, and booted it up. Once it was on, he inputted his password to access his computer files, proceeding to access his browser and then pull up YouTube. He typed "Spider-Man sighting" into the search engine, and after clicking the Search button, a video advertised with the present date came up first. Almost choking on his own dread, Peter nonetheless clicked on the video link and the video began to play, showing "Spider-Man" fighting the new mother-daughter criminal duo. The camera found it hard to keep up with "Spider-Man's" rapid movements, but his quips and jibes were far easier to follow. The footage ended with him swinging away on a web-line caught on a news copter.

"Who . . . who is he?" Peter asked.

"Probably another clone," Jessica replied.

"But why . . . why didn't he sound . . . his voice . . ." Peter couldn't put together a sentence, so shocked he was at this sight of another clone surviving the fallout of Otto Octavius's experiments.

"Something might have been done to him," Jessica surmised. "Would explain why he's taller than you."

"Whoever this guy is . . . I'm gonna find him first," Peter vowed. "And then I'm going to get some answers." He paused, contemplating for a moment. "Jess? Do you think S.H.I.E.L.D.'s involved in this? I mean, since Carol Danvers took over from Fury, considering Harry got killed thanks to her, she doesn't seem entirely on the up-and-up."

"Funny, considering Fury had Spider-Slayers to take us out," Jessica dryly observed.

"Something's not right here, Jess, and like all the other rotten crap in my life, it starts and ends at S.H.I.E.L.D.," Peter answered grimly. "So that's where we go."

* * *

Endnotes: There you have it. 616 Spider-Man meets the Bombshells (good name for a rock band), the Avengers and the Ultimates both try to figure out a way to get 616 Spidey, Bucky, and Black Widow back home, Bucky gets a look at what his life could have been like, and the Ultimate Spider-Man and Spider-Woman are on the trail of what they think is a clone. Collisions are a guarantee in the next chapter, but will there be even more (un)pleasant surprises for the heroes of both realities when they meet? That's a question to be answered next time around, when we reach the conclusion of this short story.

Also, for those that find fault with Natasha's recounting of her story as the Black Widow here, I should mention that the sliding timescale renders the Cold War elements in her backstory fairly anachronistic, so I did my best to keep it as accurate as I could while accounting for the downfall of the Soviet Union. If you've still got problems, you're free to mention that in your reviews or PMs and I'll do my utmost to reply. Thank you very much for sticking with me, and apologies for taking this long. Happy Fourth of July!


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